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					Notes to the condensed consolidated financial statements
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Notes to the condensed consolidated financial statements
  INDEPENDENT AUDIT BY THE AUDITORS
  These condensed consolidated results have been audited by our joint auditors PricewaterhouseCoopers Inc. and SizweNtsaluba VS
  have performed their audit in accordance with the International Standards on Auditing. A copy of their unqualified audit report is a
  for inspection at the registered office of the company.

  GENERAL INFORMATION
  MTN Group Limited (the “Group”) carries on the business of investing in the telecommunications industry through its subsidiary co
  joint ventures and associate companies.

  BASIS OF PREPARATION
  These audited results are a summary of the consolidated financial statements and are prepared in accordance with the recognition
  measurement criteria of International Financial Reporting Standards (IFRS), the presentation and disclosure requirements of IAS34
  Financial Reporting, the AC 500 Standards as issued by the Accounting Practices Board or its successor, the Listings Requirements o
  Limited and the requirements of the South African Companies Act, No 61 of 1973, as amended, on a basis consistent with the prior

  ACCOUNTING POLICIES
  The accounting policies adopted are consistent with those of the annual financial statements for the year ended 31 December 201
  described in the annual financial statements.
  During the year, the Group adopted all the IFRS and interpretations being effective and deemed applicable to the Group. None of t
  a material impact on the results of the Group.

  HEADLINE EARNINGS PER ORDINARY SHARE
  The calculations of basic and adjusted headline earnings per ordinary share are based on basic headline earnings of R14 011 million
  R14 869 million) and adjusted headline earnings of R13 761 million (2009: R13 963 million) respectively and a weighted average nu
  ordinary shares in issue of 1 844 321 478 (2009: 1 851 260 334).

  Reconciliation between net profit attributable to the equity holders of the company and headline earnings




  Net profit attributable to company’s equity holders
  Adjusted for:
  (Gain)/loss on disposal of non-current assets
  (Reversal of)/impairment of property, plant and equipment and other non-current assets
  Basic headline earnings
  Adjustment:
  Reversal of put options in respect of subsidiaries:
  – Fair value adjustment
  – Finance costs
  – Forex
  – Non-controlling interests share of profits
  Adjusted headline earnings
  Reconciliation of headline earnings per ordinary share (cents)
  Attributable earnings per share (cents)
Adjusted for:
(Gain)/loss on disposal of non-current assets
(Reversal of)/impairment of property, plant and equipment and other non-current assets
Basic headline earnings per share (cents)
Reversal of put options in respect of subsidiaries
Adjusted headline earnings per share (cents)
Diluted headline earnings per share
Number of ordinary shares in issue:
– Weighted average (‘000)
– At period end (‘000)
**Amounts are stated after taking into account non-controlling interests.

Adjusted headline earnings adjustments

Put option in respect of subsidiaries

IFRS requires the Group to account for written put options held by non-controlling shareholders of Group subsidiaries, which provi
non-controlling shareholders with the right to require the subsidiaries to acquire its shareholding at fair value. Prior to the implem
of IFRS, the shareholdings were treated as non-controlling shareholders in the subsidiaries as all risks and rewards associated with
shares, including dividends, accrued to the non-controlling shareholders.

IAS 32 requires that in the circumstances described in the previous paragraph:

(a) the present value of the future redemption amount be reclassified from equity to financial liabilities and that financial liability s
     reclassified subsequently be measured in accordance with IAS 39;

(b) in accordance with IAS 39, all subsequent changes in the fair value of the liability together with the related interest charges aris
     present valuing the future liability be recognised in the profit and loss;

(c) the non-controlling shareholder holding the put option no longer be regarded as a non-controlling shareholder but rather as a c
    from the date of receiving the put option.

Although the Group has complied with the requirements of IAS 32 and IAS 39 as outlined above, the board of directors has reserva
about the appropriateness of this treatment in view of the fact that:

(a) the recording of liabilities for the present value of the future strike price of the written put options result in the recording of liab
     that is inconsistent with the framework, as there is no present obligation for the future strike price;

(b) the shares considered to be subject to the contracts are issued and fully paid up, have the same rights as any other issued and f
     up shares and should be treated as such;

(c) the written put options meet the definition of a derivative and should therefore be accounted for as a derivatives in which case
     liabilities and the related fair value adjustments recorded through the profit and loss would not be required.




CAPITAL EXPENDITURE INCURRED
CONTINGENT LIABILITIES AND COMMITMENTS
Contingent liabilities – upgrade incentives
Operating leases – non–cancellable
Finance leases
Other
COMMITMENTS FOR PROPERTY, PLANT AND
EQUIPMENT AND INTANGIBLE ASSETS
CASH AND CASH EQUIVALENTS
Bank balances, deposits and cash
Call borrowings

INTEREST-BEARING LIABILITIES
Call borrowings
Short-term borrowings
Current liabilities
Non-current liabilities



ASSETS OF DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE
MTN’s Ghana subsidiary, Scancom Limited announced on 6 December 2010 that it has concluded a transaction with the American
Company (ATC) which involves the sale of up to 1 876 of Scancom Limited’s existing sites to TowerCo Ghana for an agreed purchas
up to approximately, USD 428,3 million, of which ATC will hold a 51% stake in Towerco Ghana’s holding company, with the remain
stake held by MTN Dubai Limited. Scancom Limited will be the anchor tenant, in commercial terms, on each of the towers being pu
The transaction is expected to be finalised during 2011, subject to customary closing conditions.

POST BALANCE SHEET EVENTS
The directors are not aware of any matter or circumstance arising since the end of the reporting period, not otherwise dealt with h
which significantly affects the financial position of the Group or the results of its operations or cash flows for the year ended.

EFFECTS OF MTN ZAKHELE TRANSACTION
MTN concluded its Broad-Based Economic Empowerment transaction “MTN Zakhele” during October 2010. The transaction is desi
provide long term, sustainable benefits to all BEE participants and will run for a period of six years. Over 122 552 applicants subscr
shares and were successful.

The total cost of this transaction was R2 973 million which was recognised as a once-off charge in the income statement for the ye
charge includes the once-off IFRS 2 Share-based Payment transactions charges for the notional vendor finance of R1 382 million, th
Employee Share Option Plan of R171 million and a donation of R1 294 million. Transaction costs amounted to R126 million.

If this transaction is excluded, attributable earnings would have been 18% higher.

Net profit attributable to the company’s equity holders
Add back once off MTN Zakhele cost
Net profit attributable to the company’s equity holders excluding MTN Zakhele
Adjusted headline earnings per share excluding MTN Zakhele
atements

 erhouseCoopers Inc. and SizweNtsaluba VSP, who
 A copy of their unqualified audit report is available




unications industry through its subsidiary companies,




 repared in accordance with the recognition and
ation and disclosure requirements of IAS34 Interim
or its successor, the Listings Requirements of the JSE
mended, on a basis consistent with the prior year.


ments for the year ended 31 December 2010, as

 deemed applicable to the Group. None of these had




n basic headline earnings of R14 011 million (2009:
on) respectively and a weighted average number of


 nd headline earnings

                            31 December        31 December
                                    2010               2009
                                 Audited            Audited
                                     Rm                 Rm
                                   Net**              Net**
                                  14,300             14,650

                                     -132                71
                                     -157               148
                                   14,011            14,869


                                     -172              -537
                                      471               537
                                     -277              -701
                                     -272              -205
                                   13,761            13,963

                                    776,2                791,4
                                          7,1                  3,8
                                        (8,5)                  8,0
                                       760,6                803,2
                                       (13,6)               (48,9)
                                       747,0                754,3
                                       748,9                793,2

                                   1,844,321             1,851,260
                                   1,884,529             1,840,536




eholders of Group subsidiaries, which provides the
reholding at fair value. Prior to the implementation
ies as all risks and rewards associated with these




nancial liabilities and that financial liability so


gether with the related interest charges arising from


on-controlling shareholder but rather as a creditor


 d above, the board of directors has reservations


en put options result in the recording of liabilities


ve the same rights as any other issued and fully paid


accounted for as a derivatives in which case the
 s would not be required.

                               31 December            31 December
                                       2010                  2009
                                    Audited                Audited
                                        Rm                     Rm
                                     19,466                 31,248
                                     941                1,209
                                     349                  832
                                     303                  348
                                     491                  749

                                  22,131               23,599

                                  35,947               23,999
                                     -40               -1,353
                                  35,907               22,646

                                      40                1,353
                                  10,431               14,498
                                  10,471               15,851
                                  24,857               21,066
                                  35,328               36,917



concluded a transaction with the American Tower
es to TowerCo Ghana for an agreed purchase price of
Ghana’s holding company, with the remaining 49%
ercial terms, on each of the towers being purchased.




 eporting period, not otherwise dealt with herein,
ions or cash flows for the year ended.


 uring October 2010. The transaction is designed to
of six years. Over 122 552 applicants subscribed for


  charge in the income statement for the year. This
notional vendor finance of R1 382 million, the
 on costs amounted to R126 million.




                                 14,300
                                   2,973
                                 17,273
                             909,1 cents

				
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